CIRAS Membership Terms and Conditions

19 June 2023

(1) Your Organisation (“You” and “Your”)
(2) CIRAS (“CIRAS”, or “us” or “our”)

These terms and conditions are otherwise known as the “Conditions” and sets out the terms for Your membership with CIRAS. They start as soon as You pay your first “Membership Levy”, They continue for the “Time Period” set out in the summary table.
These Conditions also incorporate the CIRAS Charter, which is annexed below as Annex A. The CIRAS Charter sets out the services provided by CIRAS to You as a “Member”, and the actions You can take to get the most out of Your membership.
The Conditions are legally binding and if You have any questions or comments, You can raise them with CIRAS or You can get independent legal advice.

Explanatory Notes:

Defined terms in these Conditions are capitalised and when first used are shown in “Bold”. The definitions are set out in the table starting on page 2.
Specific phrases or terminology used in these Conditions are intended to have a precise meaning that we have set out below. These are identified by ‘italic underline’.

Summary table of key terms

Below is a summary table of key important terms.

Member			This means You or any other organisation that has subscribed to the CIRAS Services.
Membership Levy			The amount charged for the Time Period You are a member. CIRAS will separately notify You of the charge. You must pay this within 30 days of receiving our invoice. CIRAS can change the Membership Levy at the end of each Time Period. See clause 3 below.
Time Period			A fixed term of a year from 1 April to 31 March. However, Your Membership starts from the date You pay the Membership Levy (which is calculated from the date You join until the following 31 March) and runs until the following 31 March. This renews automatically every year unless terminated by You or CIRAS.
Your Rights			You will have access to the “CIRAS Services” as set out in the CIRAS Charter.
Your Obligations			You must: pay the Membership Levy within 30 days of receipt of our invoice; nominate a “CIRAS Rep” from Your staff to act as a point of contact between You and CIRAS; actively promote the use of the CIRAS reporting channel to Your staff; and comply with the obligations on You set out in the Main Terms and Conditions (the next section following this summary table).
CIRAS Rep			This means the representative employed (or otherwise engaged) by You who acts as Your day to day contact with CIRAS. The role of the CIRAS Rep is set out in Annex C titled “Role of the CIRAS Rep”. Please also see clauses 12, 13, 14, 15 and 16.
Termination			Either You or CIRAS can cancel an automatic renewal if You or CIRAS give 3 months or more written notice by email before the end of the Time Period. If You want to cancel outside of this 3 month window, then CIRAS can charge You for the first 3 months of Your Membership Levy for the new 12 month Time Period. No refund will be made after 1 April in any Time Period. Either You or CIRAS may terminate these Conditions immediately after giving written notice if the other party: commits a “Material Breach” of these Conditions; or becomes insolvent. If You or CIRAS terminate these Conditions for a Material Breach, You will not be refunded for any Membership Levy or other Charges You have already paid.
Material Breach			This means a breaking of (non-compliance with) these Conditions that is important or significant, and which cannot be fixed or is not fixed within a reasonable period of time.
Charges			Means the charges and administration fees annexed to these Conditions as Annex B. CIRAS can, annually, update these Charges in line with “CPI”. You must pay these Charges to CIRAS immediately if You incur them.
CPI			This means the measure of inflation known as the UK Consumer Prices Index (all items) published by the Office for National Statistics from time to time or any official index replacing it. Further Information on CPI can currently be found here: https://tinyurl.com/yc5sp8ww
Protected Disclosure			This means a form of disclosure of information by employee or worker that, in the reasonable belief of that person, is made in the public interest and is intended to show wrongdoing or failure. This is often commonly understood as ‘whistle-blowing’. An employee/worker who makes such a disclosure may be protected from dismissal or other punishments (such a disclosure is therefore a ‘Protected Disclosure’) The key legislation concerning protected disclosures is set out in the Public Interest Disclosure Act 1998 (“PIDA”) or the Republic of Ireland Disclosures Act 2014 (or such legislation as replaces them). The above legislation concerns the relationship between the employee and employer. These provisions may therefore not apply if an individual suffered detriment at the hands of the third-party organisation to whom their report was sent.
Data Protection Legislation			This means the following laws and regulations (and any other laws or regulations that later replace them): the Data Protection Act 2018 (the “DPA”); the UK GDPR (as defined in the DPA); and the Privacy and Electronic Communications (EC Directive) Regulations 2003. It also means all other applicable laws that concern data protection from time to time. Both You and CIRAS are obligated to comply with Data Protection Legislation, and more specific obligations regarding data protection are set out at clauses 7, 8, 9, 10 and 11 below.
Intellectual Property			‘Intellectual Property Rights’ refer to the rights of ownership, which may include patent, copyright and trademark, in materials that are created by “intellectual effort”. All Intellectual Property created and comprised in our “CIRAS Materials” are owned by us and not You. CIRAS grants to You a copyright licence to use CIRAS Materials without any additional charge, provided Your use of the CIRAS Materials is connected with the CIRAS Services. This licence is not exclusive to You. You cannot transfer this licence and You cannot share it with anyone else. This licence only lasts for the Time Period. You must not, without our prior written consent: Commercially exploit any CIRAS Materials; Use any CIRAS Materials for any purpose not connected with the provision of the CIRAS Services; or Make use of the CIRAS Materials outside of the UK and the Republic of Ireland. Please also see clauses 32, 33, 34 and 35 below.
CIRAS Materials			This means all intellectual property created by or owned by CIRAS, including any developed in the course of its relationship with You or any other Member.

Main Terms and Conditions
The below sets out the main detailed obligations of Your membership

Automatic Renewal

1. If You or CIRAS do not terminate Your membership effective at the end of the Time Period, it will be automatically extended for a further 12 months.

2. These Conditions will continue to renew each year unless terminated.

Changes to the Membership Levy

3. CIRAS can change the Membership Levy each time Your membership automatically renews.

4. If the Membership Levy is to be increased, CIRAS will inform You at least 3 months before Your membership renews.

Products and Services

5. You will be provided with access to our services as set out in the CIRAS Charter. These services may be limited or restricted by us at any time.

6. If You want to use our resources in a more significant manner (for example, for tasks which are specific to You outside of the scope of the CIRAS Charter) then CIRAS will agree with You the necessary resources required. You may then need to sign a separate agreement with CIRAS and pay CIRAS extra charges to pay for those resources.

Data Protection

7. You agree to:

(a) comply with and process all ‘personal data’ in accordance with “Data Protection Legislation”; and
(b) comply with any other terms and conditions (including the privacy notice referred to at clause 8 below) stated by CIRAS to be applicable to the access and/or use of any services made available by CIRAS.

The above includes information disclosed by You to CIRAS, and in relation to communications sent around to Your wider business by Your CIRAS Rep as referred to below.

8. Where CIRAS processes any ‘personal data’, CIRAS will do so in accordance with our privacy notice published on our website. This is currently available at https://www.ciras.org.uk/en/Privacy-notice.

9. ‘Personal data’ has a legal meaning, but a summary description would be:
“any information about a living individual which identifies them or allows them to be identified from that data”.
Examples would include addresses, names, photos and email addresses.

10. The ‘personal data’ of Your CIRAS Rep, and the deputy rep or champion (where applicable) and other employees or individuals associated with You may be used by CIRAS for the purposes of promoting RSSB and CIRAS products and services to You including in relation to training, consultancy, and affiliated services, subject to compliance by CIRAS with Data Protection Legislation.

‘RSSB’ means Rail Safety and Standards Board. CIRAS is a wholly owned subsidiary of RSSB.

11. If Your CIRAS Rep (and deputy rep/champion, if applicable):

a) who uses a personal email address or the email address of a sole trader or partnership; and
b) who is intended to receive communications (as defined at clause 15 below) including promotional messages),

You must obtain their express written consent to receive those communications and, if CIRAS asks for it provide CIRAS with a copy of this consent.

CIRAS Rep

12. You must nominate a CIRAS Rep and CIRAS may agree with You that You nominate a deputy rep/champion. The CIRAS Rep (and deputy rep/champion, if applicable) will carry out in the activities in the CIRAS Charter and the “CIRAS Rep Role”.

13. You are responsible for informing Your CIRAS Rep (and for getting their consent) that You have nominated them before You provide their contact details to CIRAS.

14. You must promptly inform CIRAS if You change Your CIRAS Rep and nominate a replacement CIRAS Rep.

15. CIRAS will send Your CIRAS Rep (and deputy rep/champion, if applicable) ‘communications’ including event invites, newsletters and other communications that are relevant for delivering the CIRAS Rep Role and/or deputy rep/champion role. These ‘communications’ may also include promotional messages.

16. Your CIRAS Rep will need to send the ‘communications’ around to Your wider business to actively promote the use of the CIRAS reporting channel and to share learning.

Reporter Confidentiality

17. CIRAS will not reveal the identity of any individual raising a concern or involved in a concern to You or any other Member. This is known as ‘reporter confidentiality’.

18. You agree to respect this ‘reporter confidentiality’ and You agree not to try to find out any identities of any reporters.

19. You must allow the use of our confidential reporting services as a means for making “Protected Disclosures” in accordance with the law.

20. By becoming a Member You agree You will:
(a) authorise protected disclosures to CIRAS; and
(b) actively communicate the availability of CIRAS reporting to Your staff, but there is no need to mention to staff that concerns raised to CIRAS may count as Protected Disclosure(s).

Publicity and Member data

21. CIRAS are allowed to publicise Your membership for our own promotion purposes.

22. Therefore, You grant to CIRAS a licence to use Your name and logo in any of our publicity material. This includes on our website. This licence may also be used by another service provider nominated by us.

23. You may need to provide CIRAS or its nominated service provider with ‘personal data’ (whether of staff or otherwise). If so, You must make sure You have all consents and permissions You need to do this before providing that ‘personal data’.

24. You will compensate us for all damages, losses or expenses arising as a result of our, or our nominated services provider’s, use of any information or materials provided by You. This includes if You fail to obtain any necessary consents in relation to ‘personal data’.

Business Confidentiality

25. Neither You nor CIRAS are allowed to disclose any ‘commercially confidential information’ which relates to the business, affairs, other members, clients or suppliers of either of us.

26. However, this does not stop either You or CIRAS from disclosing ‘commercially confidential information’ to the people listed below in order to comply with these Conditions:

Employees

Officers

Representatives

Subcontractors

Advisors

27. We will both ensure that the people listed above do not disclose the ‘commercially confidential information’ to anyone else.

28. We may also disclose each other’s ‘commercially confidential information’ as is required by law, a court or any governmental or regulatory authority.

Data Security

29. You must keep Your ‘network and IT systems’ secure, and this includes any network or IT systems used by Your employees, consultants or contractors.

30. You will:

(a) ensure Your ‘network and IT systems’ comply with good industry practice and provide adequate protection from unauthorised access or use;
(b) immediately notify CIRAS of any security incident affecting Your ‘network and IT systems’ which could potentially affect CIRAS.

31. You will reimburse CIRAS in full for any claims, losses, damages or costs caused by:

(a) Your failure to follow clause 30. (a) or (b) above; or
(b) any authorised or improper access or use of the Your ‘network and IT systems’; and/or
(c) any cyber-attack on CIRAS originating from Your ‘network or IT systems’.

Intellectual Property Rights

32. All resources, tools, materials, equipment, drawings and data used and supplied by CIRAS to You, will always:

Remain our property

Be held by You in at Your own risk

Be maintained by You and kept in good condition by You until returned to us

Not be disposed of or used in any way other than as set out in our instructions or with our authorisation

33. You accept that where CIRAS does not own the Intellectual Property Rights required to share specific material with You, You can only use that material if CIRAS has a written licence from the owner of those Intellectual Property Rights. CIRAS cannot guarantee that it will succeed in obtaining any written license for those rights.

34. If You intend to use any materials for which CIRAS has Intellectual Property Rights (including those licensed to You by these Conditions) for any reason other than for the CIRAS Services (for example, for commercial purposes), CIRAS may require You to enter into a further licence for that use. This further licence will also include any charges which You will need to pay to CIRAS. If CIRAS provide You with a further licence You must not transfer or assign the licence to anyone else.

35. Any licence (including any further licence referred to above) entered into between You and CIRAS will automatically terminate on the same date as Your membership ends.
Legal Terms and Conditions
The following are standard legal terms. If You have any queries, You can raise them with us.

Notices

36. All notices given by You and by CIRAS must be given by email.

Limitation of liability

37. CIRAS will not be liable to You for any of the following:

Loss of profits

Loss of sales or business

Loss of agreements or contracts

Loss of anticipated savings

Loss of or damage to goodwill

Loss of use or corruption of software, data or information

Any indirect or consequential loss

38. CIRAS’ total liability to You under these Conditions is limited to the same amount as Your Membership Levy. However, this excludes any liability which CIRAS cannot limit or restrict in law.

39. These Conditions set out all of CIRAS’ obligations and liabilities in respect of the services it makes available to You.

40. No other agreement between You and CIRAS, whether written or oral, forms part of these Conditions and do not form part of our contractual agreement or the performance of our obligations under these Conditions.

41. You indemnify CIRAS for any claims, liabilities, losses and costs against CIRAS arising from Your activities.

Limitation of Liability: Reported Concerns

42. CIRAS does not have the role of duty holder or regulator. CIRAS does not have any liability if a concern (whether or not this is a Protected Disclosure) is raised by any person or party through the CIRAS Services which cannot be progressed as a confidential report unless CIRAS is ‘grossly negligent’ in providing the CIRAS Services.

43. ‘Grossly negligent’ has a specific legal meaning, but may be subject to interpretation by the courts. CIRAS understands this to mean behaviour that is both “unusually careless” and below the standard of a reasonable service provider.

Assignment

44. Neither You nor CIRAS can assign or transfer anything contained in these terms and conditions to any other person (or company).

General

45. These Conditions do not establish an agency or fiduciary relationship, or create any partnership, between You and us.

46. A third party cannot enforce these Conditions.

47. These Conditions are governed by English law and any dispute will take place in the courts of England.
Annex A

CIRAS Charter

View the CIRAS charter here.

Annex B

Charges

These are the one-off Charges that CIRAS may charge to You in certain circumstances. They may be adjusted by inflation from time to time.

Scenario			Actions
Overpayment			Company given choice of repayment or credit if over threshold of £130. If below threshold, hold as credit for following year. Repayment subject to £30 admin fee.
Duplicate payment			Company given choice of repayment or credit if over threshold of £130. If below threshold, hold as credit for following year. Repayment subject to £30 admin fee. Paid via same method as original payment. Exception: if payment has been made by credit card, a full refund will be provided at no cost.
Payment of RSSB or RISQS Membership fee in the CIRAS bank account			First occasion: Money transferred internally. Second occasion onwards: money returned. Member required to pay correctly.
Payment of CIRAS Membership into the RSSB and RISQS bank account			First occasion: Money transferred internally. Second occasion onwards: money returned. Member required to pay correctly.
Cheque payment			Cheque returned.
CIRAS incorrectly invoiced member too much			Overpayment refunded and original invoice credited. Correct invoice generated. If amount is below threshold of £100 and company will accept a credit, then that is preferred option.
Company in administration or otherwise not operating for part of the year			If a company goes into administration, no refund is payable after the Membership year has started.
Late Notification of Termination			If the Member terminates the Extended Agreement less than 3 months prior to 1^stApril a Late Notification of Termination charge may be applied of up to 3 months membership levy.

Annex C
Role of the CIRAS Rep

The below sets out the duties that Your CIRAS Rep will need to do.

Introduction to the role of the CIRAS representative

As a member of CIRAS, we want you to get the very best out of your membership. To help us to do this, we ask that you nominate a CIRAS rep so that we have a single point of contact within your company.

To help you select the right person for this role, some helpful information is shown below:

The role of the rep is to:

Actively engage with CIRAS

Act as the single point of contact for CIRAS reports

Facilitate good quality responses to reports

Promote the service to staff

Provide feedback and complete surveys

Cascade relevant information to your staff such as newsletters

As guidance, we recommend that your CIRAS rep:

Has a health and safety role / experience / qualification

Is fully supported by the organisation in terms of their role as CIRAS rep

Has endorsement and support from their line manager and senior management

Is given adequate time to be able to fulfil their role

The CIRAS rep will be fully supported by CIRAS in their role, and this will help your company get the most out of your membership.